Introduction

Matrix organization

Mergers by absorption

Risks related to the expansion of the scope of criminal liability of legal entities

Validity conditions

Proof of delegation

Exemption from individual liability of delegator

Attribution of offense to legal entity

Delegations of authority

Criminal risk management within business organizations

Complicity in crimes against humanity

Breaches of secrecy

Personal data breaches

Theft

Extortion

Blackmail

Fraud

Misappropriation

Receiving/concealment of unlawfully obtained property (recel)

Attacks on automated data processing systems

Money laundering

Misappropriation by public official (concussion)

Corruption and influence peddling

Unlawful acquisition of an interest

Favoritism

Forgery and use of forgeries

Violation of Criminal Code

Offenses under the Monetary and Financial Code

Offenses under the Commercial Code

Environmental Code violations

Offenses arising from other codes

Types of offenses

Offenses under the Criminal Code, the Commercial Code, or the Environmental Code, Criminal procedure

White Collar Crime (en cours)

The directors of companies, responsible for managing corporate assets in the interest of the company, may be guilty of misuse of corporate assets: the managers of limited liability companies (Art. L. 241-3, 4° and 5°, Commercial Code), the president, directors, and general managers of public limited companies (Art. L. 242-6, 3° and 4°, Commercial Code), the managers of partnerships limited by shar …

Persons concerned

The directors of companies, responsible for managing corporate assets in the interest of the company, may be guilty of misuse of corporate assets: the managers of limited liability companies (Art. L. 241-3, 4° and 5°, Commercial Code), the president, directors, and general managers of public limited companies (Art. L. 242-6, 3° and 4°, Commercial Code), the managers of partnerships limited by shares (Art. L. 243-1 Commercial Code), the president and executives of simplified joint-stock companies (Art. L. 244-1 Commercial Code), and the president, directors, general managers, members of the executive board, and members of the supervisory board of European companies (Art. L. 244-5 Commercial Code).

The offense applies to both de jure managers, designated by the company's bylaws, and de facto managers, who effectively direct and manage the company in place of the de jure manager . The Court of Cassation has long accepted that a de facto manager can be the representative of a legal entity and defines them as any person who independently exercises a positive activity of management and direction of the company . Furthermore, Articles L. 241-9 and L. 246-2 of the Commercial Code refer to "any person who, directly or through an intermediary, has, in fact, exercised the direction, administration, or management of the company under the cover or in place of their legal representatives” . However, the liability of the de facto manager does not exclude, in any case, the liability of the de jure manager . Similarly, whether or not they are an employee, the manager can be charged with the offense of misuse of corporate assets .

Furthermore, the Commercial Code specifically and independently penalizesthe misuse of corporate assets committed by the liquidator of a commercial company in Article L. 247-8 of the Commercial Code, who may be guilty of misuse of corporate assets if they use the assets or credit of the company in liquidation contrary to its corporate interest .

Cass. crim., 19 November 2008, LawLex202300002169JBJ.

Cass. com., 1 December 2015, LawLex202100001683JBJ; Cass. crim., 1 December 2010, LawLex202200010755JBJ; 28 June 1993, LawLex202300007001JBJ.

For examples of abuses committed by de facto managers, see Cass. crim., 4 February 1985, LawLex202200009861JBJ, for the use of the assets and credit of one company for the benefit of another; 28 June 1993, LawLex202300007001JBJ, for an employee associate, de facto manager at the time of the offense; 19 November 2008, LawLex202300002169JBJ, classifying as de facto managers the defendants who participated in the formation and activity of the company or established personal debt acknowledgments in favor of the company's creditors; 2 September 2015, LawLex202300002170JBJ, for a defendant who managed the two companies in question with the agreement of the de jure manager; 16 December 2015, LawLex202300007005JBJ; 4 November 2021, LawLex202200001614JBJ.

Cass. crim., 31 May 2012, LawLex202300007183JBJ.

Cass. crim., 28 June 1993, LawLex202300007001JBJ, for the employee-shareholder of a SARL, de facto manager at the time of the commission of the offense.

Cass. crim., 11 June 1998, LawLex202300002457JBJ.

White Collar Crime (en cours)

198. Persons concerned

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

198. Persons concerned

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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au contenu exclusif Livv – juristes d’entreprise